Item 8.01. Other Events.
On September 22, 2021, Walmart Inc., a Delaware corporation (the "Company"),
issued a press release (the "Early Participation Press Release") announcing the
results as of the early participation date for its previously announced cash
tender offer for outstanding notes of its series of 7.55% notes due 2030, 6.750%
debentures due 2023, 6.500% notes due 2037, 5.875% notes due 2027, 6.200% notes
due 2038, 5.625% notes due 2040, 5.625% notes due 2041, 5.25% notes due 2035,
5.000% notes due 2040, 4.875% notes due 2040, 4.750% notes due 2043, 4.300%
notes due 2044, 3.625% notes due 2047, 4.000% notes due 2043, 4.050% notes due
2048, 3.950% notes due 2038, 2.950% notes due 2049, 3.700% notes due 2028,
3.550% notes due 2025, 3.400% notes due 2023, 3.250% notes due 2029, 3.050%
notes due 2026, 2.850% notes due 2024, 2.650% notes due 2024 and 2.375% notes
due 2029 (collectively, the "Securities") (such cash tender offer, the "Tender
Offer").
In the Early Participation Press Release, the Company also announced that it is
increasing the maximum aggregate principal amount of Securities it will accept
for purchase in the Tender Offer from the previously announced amount of
$8,000,000,000 to $10,000,000,000 (as so amended, the "Maximum Principal
Amount"). In addition, the Company announced that because the aggregate
principal amount of Securities validly tendered and not validly withdrawn in the
Tender Offer at or prior to the Early Participation Date exceeds the Maximum
Principal Amount (as amended), the Company will not accept for purchase any
Securities tendered after the Early Participation Date, and Securities tendered
in the Tender Offer and not purchased on the Early Payment Date will be returned
promptly after the Early Payment Date. The Company also announced that it has
satisfied the previously announced financing condition for the Tender Offer.
A copy of the Early Participation Press Release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
On September 22, 2021, the Company also issued a press release (the "Pricing
Press Release") announcing the pricing for the Tender Offer and the principal
amounts of the Securities of each series expected to be purchased on the Early
Payment Date pursuant to the Tender Offer. A copy of the Pricing Press Release
is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
The Tender Offer is made upon the terms and subject to the conditions set forth
in the Offer to Purchase dated September 8, 2021 (as amended, the "Offer to
Purchase"), which sets forth the terms and conditions of the Tender Offer.
Capitalized terms used but not defined in this Current Report on Form 8-K have
the meanings given to them in the Offer to Purchase.
This Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, does
not constitute an offer to sell or an offer to purchase any of the Securities or
any other securities of the Company. The Company is making the Tender Offer only
in those jurisdictions in which the Company is permitted to make the Tender
Offer under applicable law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1- A copy of the Early Participation Press Release is included
herewith as Exhibit 99.1.
Exhibit 99.2- A copy of the Pricing Press Release is included herewith as
Exhibit 99.2.
Exhibit 104-Cover Page Interactive Data File (formatted as Inline XBRL).
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